The Annual General Meeting (hereinafter – the Meeting) of AB Linas Agro Group (hereinafter – the Company) was held on 27 October 2023.
The total number of the Company’s shares is 161,085,933, the number of shares granting voting rights is 160,350,961, and the own shares in amount of 734,972 acquired by the Company do not grant voting rights.
In total 27 Company’s shareholders, who owned shares of the Company at the end of the Accounting day of the Meeting (20 October 2023), participated in the Meeting having 139,595,132 share votes, which amounted to 87.06 percent of the total number of the Company’s share votes.
26 duly filled General Voting Ballots were presented before the Meeting.
The Board member and CFO of the Company Mažvydas Šileika, deputizing Company’s CEO, participated in the Meeting.
The quorum existed.
Decisions of the Meeting:
1. Presentation of the Company’s Audit Committee Activity Report.
Presented (enclosed). No voting.
2. Presentation of the independent auditors’ report.
Presented (enclosed). No voting.
3. Presentation of the Consolidated Annual Report of the Company for the financial year 2022/2023.
Presented (enclosed). No voting.
4. Approval of the Company’s Remuneration Report.
Approve the Company’s Remuneration Report (enclosed).
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
5. Approval of the consolidated and the Company’s set of financial statements for the financial year ended 30 June, 2023.
Approve the consolidated and the Company‘s set of financial statements for the financial year ended 30 June, 2023 (enclosed).
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
6. Approval of the Distribution of the Company’s Profit (Loss).
Approve the Distribution of the Company’s Profit (Loss):
| 1) | Retained earnings – profit (loss) of the previous financial year at the end of the accounting financial year | EUR 45,829,293 |
| 2) | Net profit (loss) of the financial year | EUR 4 965 178 |
| 3) | The profit (loss) of the accounting financial year not recognized in the profit (loss) account | - |
| 4) | The transfers from the reserves | EUR 528,331 |
| 5) | The shareholder‘s contributions to cover the losses of the Company (if shareholders decided to cover all or part of losses) | - |
| 6) | The total profit (loss) available for appropriation | EUR 51,322,802 |
| 7) | The part of the profit allocated to the legal reserve | EUR 153,160 |
| 8) | The part of the profit allocated to the reserve of the own share acquisition | - |
| 9) | The part of the profit allocated to the reserve of shares issue | EUR 501,217 |
| 10) | The part of the profit allocated to the other reserves | - |
| 11) | The part of the profit allocated for the payment of dividends | EUR 4,169,125* |
| 12) | The part of the profit allocated for payment of annual bonuses to the Board, employees and other purposes | - |
| 13) | Retained earnings – profit at the end of the financial year carried forward to the next financial year | EUR 46,499,300 |
* Dividends in amount of EUR 4,169,125 are allocated for the financial year ended on 30 June, 2023, which consist EUR 0.026 with taxes per one share of the Company (calculated without own shares acquired by the Company).
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
7. Increase of the Company‘s share capital.
7.1. In accordance with provisions of AB Linas Agro Group rules for shares issue, to increase the share capital of the Company from EUR 46,714,920.57 up to EUR 48,479,439.49, by issuing 6,084,548 new ordinary registered book-entry shares with the par value of EUR 0.29 and issue price of 691,535 shares equal to EUR 0.705, and issue price of 5,393,013 shares equal to EUR 0,58, issued for the purpose of granting shares of the Company free of charge to the employees and/or members of the Company’s corporate bodies (the New Shares).
7.2. Establish that the total issue price of all New Shares equals to EUR 3,615,479.72 of which EUR 1,764,518.92 shall be the nominal value of the New Shares and EUR 1,850,960.80 shall be the share premium.
7.3. Establish that the New Shares are granted free of charge and they are paid by the Company from the reserve set up by the Company for shares issue.
7.4. Establish that right to subscribe and acquire the New Shares free of charge shall be granted to the employees and/or members of the corporate bodies of the Company who have concluded the Share Option Agreement of the Company in 2018 and in 2020 and accordingly in 2023 have submitted notice to the Company regarding the use of the option (the Option Holders). The list of Option Holders, who are entitled to acquire the New Shares is not published in order to ensure the protection of personal data.
7.5. Establish that each Option Holder to whom a right to subscribe for a certain number of the New Shares has been granted shall be informed hereof by the Head of the Company upon signing within 10 (ten) business days from the date of the resolutions adopted by the Meeting.
7.6. Establish that the Option Holders shall have a right to subscribe for a certain number of the New Shares by concluding share subscription agreement with the Company within 30 (thirty) days from the date of the resolutions adopted by the Meeting.
7.7. If during the period for the subscription of the New Shares not all the New Shares are subscribed, the share capital of the Company may be increased by the amount of the nominal values of the New Shares that have been subscribed.
7.8. Details of terms and conditions regarding the payment by the Company for the New Shares shall be provided in the share subscription agreement of the New Shares.
7.9. Authorize (including the power to delegate) the Chief Executive Officer of the Company to sign share subscription agreements with the Option Holders.
7.10. Considering that the Company seeks to grant shares of the Company free of charge to the employees and/or members of the corporate bodies of the Company who have concluded the Share Option Agreement of the Company and have submitted notice to the Company regarding the use of the option, to revoke pre-emption right of all shareholders of the Company to acquire the New Shares.
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
8. Changing the name of the Company.
Change the name of the Company from AB Linas Agro Group to AB Akola Group.
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
9. Approval of a new wording of the Articles of Association of the Company.
9.1. Taking into account the changing name and increase of the share capital of the Company, to amend the Articles of Association of the Company and approve a new wording of the Articles of Association (enclosed).
9.2. Authorize (including the power to delegate) the Chief Executive Officer of the Company to announce the Register of Legal Entities of the Republic of Lithuania about the decision to increase the share capital of the Company, to sign the new wording of the Articles of Association of the Company and to register them with the Register of Legal Entities of the Republic of Lithuania pursuant to the procedure under law, as well to perform other actions provided in the Law On Securities of the Republic of Lithuania and other applicable laws, and to sign other documents associated with the implementation of the resolutions adopted herein.
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
10. Election of the Company’s Audit Committee member.
Whereas the Audit Committee member Irma Antanaitienė submitted notice of resignation from the Audit Committee from 16 October, 2023, elect Arūnas Bartusevičius, an independent member the Supervisory Board, as a member of the Audit Committee of the Company until the end of current term of the Audit Committee.
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
11. Election of the Company‘s audit firm and setting conditions for payment for audit services.
11.1. Elect UAB ERNST & YOUNG BALTIC (code 110878442) as the audit firm of the Company for a period of 4 (four) years to perform audit of the consolidated and the Company’s annual financial statements.
11.2. Set a salary of EUR 72,000 (seventy two thousand euros), excluding VAT and additional expenses, for the audit of the 2023/24 financial year. For the audit of the financial year 2024/25, a salary of EUR 70,400 (seventy thousand four hundred euros) is set, excluding VAT and additional expenses, and is recalculated using the annual percentage change of the average gross salary of the financial and insurance activities in the private sector published by the State Data Agency. In each subsequent year, the salary is indexed by taking the previous salary. The annual size of the index will be fixed on June 30 of each year.
11.3. Authorize (including the power to delegate) the Chief Executive Officer of the Company to conclude and sign an agreement with the elected audit firm on behalf of the Company.
Results of voting:
FOR – 139,595,132 votes (including 139,593,572 share votes of shareholders who voted in advance).
AGAINST – 0.
DID NOT VOTE – 0
Mažvydas Šileika
CFO of AB Linas Agro Group
Mob. +370 619 19 403
E-mail m.sileika@linasagro.lt
Attachments
Independent auditor’s report
The Company's set of Annual Financial Statements and the Annual Report with Sustainability and Remuneration Reports
Articles of Association of AB Akola Group
CV of the new member of the Audit Committee
Audit Committee Activity Report
Attachments
- Independent Auditor's Report
- The Company's set of Annual Financial Statements and Annual Report with Sustainability and Remuneration Reports
- AB Akola Group Articles of Association
- CV of the new Member of the Audit Committee Arunas Bartusevicius
- Audit Committee Activity Report 2022/2023
